UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
APAC Customer Services, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
00185E106
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(CUSIP Number)
Howard Friedman, Esq.
6745 N. Kilpatrick, Lincolnwood, IL 60712
847-983-4950
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 23, 2009
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 00185E106
[GRAPHIC OMITTED]
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Individual Retirement Accounts for the benefit of Ronald L.
Chez and Ronald L. Chez Individually
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) PF
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]. N/A
6. Citizenship or Place of Organization United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 3,650,569
8. Shared Voting Power -0-
9. Sole Dispositive Power 3,650,569
10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,650,569
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) N/A
13. Percent of Class Represented by Amount in Row (11) 7.214%
14. Type of Reporting Person (See Instructions) IN
CUSIP No. 00185E106
Pursuant to Rule 13d-1 of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned Ronald L. Chez (the "Reporting Person") hereby files
this Amendment 3 to Schedule 13D which was filed May 14, 2008, Amendment 1
thereto which was filed October 20, 2008, and Amendment 2 which was filed
February 2, 2009.
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 Par Value (the
"Stock") of APAC Customer Services, Inc., Bannockburn Lake Office Plaza 1, 2333
Waukegan Road, Suite 100, Bannockburn, IL 60015.
Item 2. Identity and Background.
(a), (b), (c)
The Reporting Person is an individual whose principal occupation is an
investor and his business address is in Chicago, Illinois.
(d) The Reporting Person has not, during the last five years or before,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years or before,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and therefore has not and is not subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source and amount of Funds or other Consideration.
The source and amount of funds used by the Reporting Person to purchase
shares of the Stock that require the filing of this Schedule 13D are personal
funds including amounts held by individual retirement accounts for the benefit
of the Reporting Person.
Item 4. Purposes of Transaction.
The shares of the Stock of the Issuer to which this statement relates
have been acquired by the Reporting Person for investment purposes. The
Reporting Person believes and last week's conference call (see below in this
Item 4) confirms that the Issuer has continued to improve operating performance,
thereby positioning Issuer to grow earnings and cash flow as well as further
establishing itself in the customer services market. A limited liability company
has expressed an intent in acquiring all outstanding shares of the Issuer at
$1.61 per share. The Reporting Person plans to discuss this offer with other
shareholders and possibly to engage an investment banker to evaluate that offer
seeking to maximize shareholder value. The Reporting Person has written a letter
to the Chairman of the Board of the Issuer which letter was attached to
Amendment 2 as Exhibit B. In that letter, the Reporting Person expresses his
opinion that $1.61 per share is less than an appropriate valuation.
The Reporting Person participated in an Issuer initiated conference
call on February 18, 2009. Analysts were enthusiastic about the Issuer and its
prospects, and there was positive interaction amongst participants. Although the
Reporting Person has not yet formed or become part of a group, his belief is
even stronger that $1.61 per share is far too low, and that belief is supported
by the fact that the market price of the Stock has significantly increased in
value since the conference call. The Reporting Person intends to continue to
pursue the matter so that shareholders realize fair value for their shares. The
Reporting Person has written a second letter to the Chairman of the Board of
Issuer which is included as Exhibit B to this Amendment 3. In that letter, the
Reporting Person suggested that the Issuer not waste corporate assets in
pursuing the LLC offer and further suggested that the Issuer be "left [to
operate] alone" to better realize its potential. It is possible that at a future
date the Reporting Person might decide to seek a more active role in management,
offer suggestions regarding strategy and/or to sell shares of the Stock or to
acquire additional shares of the Stock through open market or privately
negotiated transactions as well as to comment on, and to the extent practicable
suggest his opinion of an appropriate valuation if any potential acquisition of
the Issuer is pursued or proposed. Any such future decisions will be made by the
Reporting Person in light of the then current financial conditions, operations
and prospects of the Issuer, the market value of the Stock, the financial
condition of the Reporting Person and other relevant factors. In addition, the
Reporting Person may continue to recommend to the Issuer that additional
specific meaningful standards be established with respect to senior management
and director stock ownership; i.e., the actual purchase of shares to
further assure the alignment of management and directors with shareholders.
Except as noted above, the Reporting Person has not formulated any plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer:
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or to fill any
existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure including but not limited to, if the Issuer is registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the Investment Company Act
of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12 (g) (4) of the Act; or
(j) Any action similar to any of those enumerated above. The Reporting
Person does intend to further analyze and comment on the value of stock of the
Issuer in an acquisition such as the one referred to in Item 4 above in this
Amendment 2, and otherwise, as appropriate.
However, the Reporting Person may at some future date propose
any of the foregoing changes or actions which he hereafter considers desirable
in light of his examination of the Issuer, as well as its assets, operations,
future prospects and of the circumstances prevailing at the time.
Item 5. Interest in the Securities of the Issuer.
(a) The aggregate number of Shares of the Stock owned beneficially by
the Reporting Person is 3,650,569 (the "Shares") constituting approximately
7.214 % of the outstanding shares of the Stock. The percentages in this Item
5(a) are based on 50,603,310 shares of the Stock Outstanding, as reported by
Thomson One information services as of January 30, 2009.
(b) The Reporting Person has the sole power (and no shared power) to
vote or dispose of or direct the disposition of Shares owned by such Reporting
Person.
(c) Except as described immediately below (and as set forth in Exhibit
A hereto), the Reporting Person has not effected any transaction in shares of
the Stock after January 30, 2009 (the last trading date included in Amendment 2
to the Schedule 13D for the subject Issuer) prior to and including February 20,
2009. The Reporting Person purchased such Shares of Stock all in the open market
as follows:
Please see Exhibit A hereto entitled: Exhibit A to this Amendment 1
Schedule 13D Issuer APAC Customer Services, Inc., Reporting Person Ronald L.
Chez.
All purchases were made in the open market. The Reporting Person had
previously owned 3,606,942 shares of Stock, all acquired in the open market at
various prices prior to February 2, 2009.
(d) No person other than the Reporting Person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares owned by such Reporting Person.
(e) It is inapplicable, for purposes of this statement, to state the
date on which the Reporting Person ceased to be the owner of more than 5% of the
Shares of the Stock of the Issuer.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the issuer.
None
Item 7. Material to be Filed as Exhibits.
Exhibit A is schedule of Shares of Stock purchased by the Reporting
Person after January 30, 2009 up to and including February 19, 2009.
Exhibit B is a letter from the Reporting Person to the Chairman of the
Board of the Issuer with regard to an offer for the Issuer's stock at $1.61 per
share.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 24, 2009 /s/ Ronald L. Chez.
Exhibit A to Amendment 3 to Schedule 13D
Ronald L. Chez, Reporting Person
Re: APAC Customer Services, Inc.
CUSIP No. 00185E106
PURCHASE NO. OF APPROXIMATE TOTAL
DATE SHARES COST COST including
PER SHARE Commission
2/2/2009 9527 $ 1.3548 $ 12,807
2/3/2009 6200 1.489 9,132
2/6/2009 6100 1.5173 9,156
2/10/2009 200 1.52 304
2/11/2009 2300 1.5421 3,447
2/12/2009 15100 1.5512 23,272
2/17/2009 100 1.51 151
2/18/2009 1100 1.5799 1,713
2/19/2009 3000 1.60 4,700
Exhibit B to Amendment 3 to Schedule 13D
Ronald L. Chez, Reporting Person
Re: APAC Customer Services, Inc.
CUSIP No. 00185E106
HOWARD FRIEDMAN
ATTORNEY AT LAW
6745 N. Kilpatrick
Lincolnwood, IL 60712
Telephone: (847) 983-4950 - fax: (847) 983-4951 - cell: (312) 953-4142
hfriedmanlaw@comcast.net
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February 23, 2009
APAC Board of Directors
c/o Ted Schwartz
Chairman of the Board
APAC Customer Services, Inc.
Bannockburn Lake Office Plaza 1
2333 Waukegan Road, Suite 100
Bannockburn, IL 60015
Dear Ted:
As a shareholder of APAC (in excess of 7% of APAC shares), it was certainly a
pleasure to participate in the recent conference call with respect to APAC's
Fourth Quarter. As you know, the results achieved by Mr. Marrow and his team
significantly exceeded expectations. First Analysis, the only sell side broker
which follows APAC, raised its price target to $3.00 per share, and it would
have been difficult for the analyst to be much more enthusiastic about the
performance and prospects for APAC.
It is obvious that the Special Committee of the Board of Directors should not be
spending any of the Company's (shareholder's) money with lawyers and investment
bankers with respect to Mr. Schwartz's offer. If you listened to the call, you
must realize that your shareholders strongly support the position that APAC
should be "left alone" so that it may achieve (without interference or
distraction) the kind of results that have been far too long in coming. I, and
others on the call, have been patient and deserve the opportunity to realize
full value on our investment as owners of APAC.
The shareholders expect the Board to fulfill its fiduciary responsibilities, and
to provide a positive, constructive environment conducive to continued success.
I believe that APAC's value is a significant multiple to Friday's closing price
of $1.95.
Thank you,
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Ronald L. Chez
Confirmed:
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Howard Friedman
cc: Michael Marrow